GENERAL TERMS AND CONDITIONS OF SALE

These Terms and Conditions (these “Terms and Conditions”) govern each sale of Products (as defined below) by System Seals, LLC (fka System Seals, Inc.) and/or its affiliates (collectively, “System Seals”) to you (“Buyer”).

  1. ACCEPTANCE AND MERGER CLAUSE. The terms and conditions contained herein and any other terms and conditions stated in Seller’s proposal or quotation shall constitute the complete agreement (the “Agreement”) between System Seals and Buyer and shall supersede all prior understandings, transactions and communications, whether oral or written, with respect to the matters referred to herein and form the complete contract between System Seals and Buyer, and shall be binding upon and accrue to the benefit of the successors and assigns of the parties hereto. No modification, alterations or amendment of the terms and conditions in Buyer’s order forms or in Buyer’s written communication shall be binding upon System Seals unless agreed to in writing by the System Seals President. Buyer’s receipt or acceptance of delivery of any of the Products ordered or purchased hereunder will constitute its acceptance of these terms and conditions.
  2. PAYMENT TERMS. Net 30 days subject to credit approval. MasterCard, VISA and American Express accepted. Buyer represents and warrants that if a credit card is used, (i) the credit card information supplied is true, correct and complete, (ii) charges incurred by the Buyer will be honored by the Buyer’s credit card company, and (iii) Buyer shall pay charges incurred by Buyer at the rates in effect at the time incurred, including all applicable shipping and taxes. Buyer shall be responsible for all charges incurred through use of Buyer’s credit card. Seller agrees to take reasonable steps to keep buyer’s credit card number confidential and to notify buyer within 24 hours of any breach of this Agreement or unauthorized use of the credit card. System Seals does not protect Buyer from unauthorized use of Buyer’s credit card.
  3. DELIVERY F.O.B. System Seals plant. Availability of inventory is subject to change based on demand. It is our objective to ship stocked parts the same day. System Seals will use all reasonable diligence to meet scheduled dates for shipment and delivery but cannot guarantee the same. We will not be liable for any loss, damage expense or charge of any kind resulting in delay of shipment or delivery. System Seals may, in its sole discretion, without liability or penalty, make partial shipments of the Products to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the Products shipped whether the shipment is in whole or partial fulfilment of all of the Products set forth on the Buyer’s purchase order. If for any reason Buyer fails to accept delivery of or pick up, as the case may be, any of the Products, or if System Seals is unable to deliver the Products because Buyer has not provided appropriate instructions, documents, licenses, or authorizations: (i) risk of loss of the Products shall pass to Buyer; (ii) the Products shall be deemed to have been delivered; and (iii) System Seals, at its option, may store the Products until Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance). Title and risk of loss passes to Buyer upon shipment or placement of the Products to the carrier. As collateral security for the payment of the Prices and all other amounts due under the Agreement, Buyer hereby grants to System Seals a lien on and security interest in and to all of Buyer’s right, title, and interest in, to, and under the Products, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Ohio Uniform Commercial Code.
  4. PRICING.  Pricing is subject to change without notice.
  5. SHIPPING METHODS. System Seals standard shipment method is UPS or LTL common carrier. All air freight carriers are available upon request. Unless previously agreed to in writing, any shipping cost shall be the Buyer’s responsibility.
  6. RETURNS.  Manufactured and/or nonstandard purchased products are not returnable. Any pre-authorized part return will be assessed a 20% restocking charge. The ordering entity must bear all freight costs. All returns of Products will be pursuant to Seller’s instructions. Non-warranty returns of unused and resalable Products for credit will be subject to Seller’s return policies in effect at the time, including applicable restocking charges and other conditions of return. Products returned under warranty must be properly packed, shipped to Seller-specified locations and must be accompanied by a pre-approved Return Goods Authorization number. Shipping containers must be clearly marked per Seller’s instruction and shipped freight prepaid by Buyer.
  7. ORDER CANCELLATION. Cancellation by Buyer prior to shipment is permitted only by written notice and upon payment to Seller of reasonable cancellation and restocking charges 20%, including reimbursement for direct costs. Manufactured products are not cancelable. Cancellation charges associated with orders for custom Products or Products specifically purchased to Buyer’s specification may equal the actual selling price of the Products.
  8. WARRANTY.  Due to the nature of seals and the complexity of their operating environment, the subject of seal warranties is difficult to address without a complete definition of operating conditions. Seal failure itself can often not be directly attributed to defects in material, material properties or improper seal design. When determining cause of seal failure the following should be considered: Seals by their nature are consumable items and as such will wear and deteriorate with time. The life is greatly influenced by many external parameters such as dynamic surface condition, surface hardness, surface treatments, housing tolerances, system guidance to mention a few. Failure analysis is extremely difficult. In many cases the equipment will continue to be operated for extended periods after initial failure, this in itself can destroy the evidence of actual root cause of failure and lead to conflicting and erroneous conclusions as to the cause. Seal selection is based on the best information available at the time of specification, in many cases actual conditions in the seal area are largely unknown and based on many assumptions. Slight changes in certain parameters such as temperatures, finishes or speeds for example can have significant effects on seal performance and life. Unlike metals, plastics and elastomers are non-linear materials whose properties are functions of time, temperature and many other variables. This makes life prediction or failure mode analysis extremely unreliable. Performance of seals will deteriorate as the equipment they are used in ages. This is primarily due to wear in metal components, which introduce misalignments and dimensional changes. Taking the above into consideration, the warranty on seals and sealing systems is defined in the following statement: System Seals warrants to buyer only that all products sold by seller are free under normal use from defects in material and workmanship for a 12-month period from the seller’s invoice date. If any product may prove defective in material or workmanship within this warranty period, then seller may, at seller’s sole option, either repair the product or provide buyer with a replacement product. This warranty does not cover defects not reported within the warranty period; defects due to misapplication, repair, misuse, improper installation or maintenance, or alteration; or defects due to product damage in shipment or otherwise without seller’s fault. This is seller’s sole warranty on products sold to buyer and is in lieu of all other warranties, express or implied, and specifically the warranties of merchantability and fitness for a particular purpose. Except for this product warranty, seller shall have no liability to buyer for any commercial or economic loss, or for any indirect, special, incidental or consequential damages arising out of the products sold to buyer. No changes to this product warranty shall bind seller unless agreed to in writing signed by an authorized representative of seller. System Seals bears the responsibility of ground freight only to the Buyer’s facility. The Buyer bears the responsibility of the ground freight charges to return the defective item. The Buyer, upon its request, must bear any freight charges other than ground. IN FURTHERANCE AND NOT LIMITATION OF THE ABOVE, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY PRODUCT, INCLUDING ANY WARRANTY OF MERCHANTABILITY; WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; WARRANTY OF TITLE; OR WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
  9. CHANGES AND SUBSTITUTIONS. Buyer-requested order changes, including those affecting the identity, scope and delivery of the Products, must be documented in writing and are subject to Seller’s prior approval and adjustments in price, scheduling and other affected terms and conditions. In any event, Seller reserves the right to reject any change that it deems unsafe, technically inadvisable or inconsistent with established engineering or quality guidelines and standards, or incompatible with Seller’s design or manufacturing capabilities. Seller further reserves the right to substitute using the latest superseding revision or series or equivalent Product having comparable form, fit and function.
  10. TOOLING. All tooling for which there is a “Tooling Charge” shall remain the property of the Seller. The term “tooling” shall include such terms as dies, molds, jigs, fixtures, mandrels, adapters, etc. The Seller warrants that such “tooling” shall be used for the Buyer’s work and it shall be the responsibility of the Seller to maintain in good working order such tooling for normal life of same. The Buyer is responsible for all costs resulting from Buyer’s request to make alterations, duplications or replacements such tooling.
  11. LIMITATIONS OF REMEDIES AND LIABILITIES. To the fullest extent permitted by applicable law, Claims of any kind include, but are not limited to, those for any loss or damage arising out of, connected with, or resulting from this agreement or from the performance or breach of the terms hereof, or from the design, manufacture, sale, delivery, resale, installation, technical direction of installation, inspection, repair, operation or use of any product seller will not be liable for any business interruption or loss of profit, revenue, materials, anticipated savings, data, contract, goodwill or the like (whether direct or indirect in nature) or for any other form of incidental, indirect or consequential damages of any kind. Buyer agrees that System Seals liability and Buyer’s sole and exclusive remedy pursuant to any claim of any kind, including but not limited to a claim in contract, negligence or strict liability, against System Seals or any of our affiliates, shall be the repair or replacement at System Seals option of defective products or parts thereof covered by this agreement.
    • TO THE GREATEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL SYSTEM SEALS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, THE PRODUCTS, INCLUDING WITHOUT LIMITATION, THE DESIGN, MANUFACTURE, SALE, DELIVERY, RESALE, INSTALLATION, TECHNICAL DIRECTION OF INSTALLATION, INSPECTION, REPAIR, OPERATION OR USE OF ANY PRODUCT, OR IN CONNECTION WITH ANY USE OR PERFORMANCE OF THE PRODUCTS OR BREACH UNDER THESE TERMS AND CONDITIONS AND/OR ANY OTHER AGREEMENT BETWEEN THE PARTIES, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT SYSTEM SEALS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND (D) THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.TO THE GREATEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL SYSTEM SEALS’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE PRODUCTS OR THE AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL AMOUNTS PAID TO SYSTEM SEALS FOR THE PRODUCTS GIVING RISE TO THE LIABILITY. .Buyer agrees that System Seals liability and Buyer’s sole and exclusive remedy pursuant to any claim of any kind, including but not limited to a claim in contract, negligence or strict liability, against System Seals or any of our affiliates, shall be the repair or replacement,  at System Seals option, of defective products or parts thereof covered by this agreement.
    • Without limiting the generality of the foregoing, Buyer assumes all risk and liability for the results obtained by the use of the Products, whether in terms of operating costs, general effectiveness, success, or failure, and regardless of any oral or written statements made by System Seals, by way of technical advice or otherwise, related to the use of the Products.
    • Any cause of action brought by Buyer arising from the sale, use, or performance of the Products must be commenced within one year after the cause of action accrues.
  1. COMPLIANCE WITH LAWS. Buyer is in compliance with and will comply with all applicable federal, state, local, and foreign laws, regulations, and ordinances. Buyer has and will maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to own and use the Products and carry out its obligations under the Agreement. Buyer shall comply with all export and import laws of all countries involved in the sale of, movement of and access to the Products and any related deliverables (collectively, “Deliverables”) under this Agreement or any resale or movement of the Deliverables by Buyer. Buyer assumes all responsibility for shipments of Deliverables requiring any government import clearance. System Seals may terminate this Agreement if any governmental authority imposes antidumping or countervailing duties or any other penalties on the Deliverables.
  2. INTERNATIONAL TRADE COMPLIANCE. Buyer warrants that it understands and acknowledges that the transfer to any persons, entities or, destinations outside the United States of the any products and other materials related to any Deliverables provided under the Agreement, as well as any subsequent transfer thereof by the consignees, may be subject to the Export Administration Regulations (EAR) of the United States Department of Commerce, the International Traffic in Arms Regulations (ITAR) of the State Department and other United States government regulations related to the export and re-export of technical data, equipment and products produced therefrom. Buyer represents that it has actual or implied knowledge of, is in compliance with, and will remain in compliance with all such regulations, including any future modifications thereof, in connection with the distribution of the Products. Buyer represents and warrants and agrees that it shall not export, re-export, divert, transfer, or otherwise disclose directly or indirectly any of the Products to any country, national of such country, or entity organized under the laws of such country which the U.S. government determines is a country to which such activity is restricted, without obtaining the prior written authorization from the applicable U.S. Government Agency. Restricted countries, persons, and entities include, but are not limited to, those listed on the Denied Persons List, Unverified List, Entity List, Specially Designated Nationals List, Embargoed Countries List and the Debarred List, as administered by the U.S. Commerce Department, Treasury Department, Department of Defense, or State Department. Buyer represents and warrants and agrees that its agreements with its customers and the consignees contain appropriate language and warnings where such customers acknowledge and certify that they are familiar with, in compliance with, and will remain in compliance with all U.S. export laws and regulations and that they will not export or re-export the Products in violation of U.S. export laws and regulations, including but not limited to, entities on the current U.S. export exclusion lists or to any embargoed or terrorist countries as specified in the U.S. export laws and regulations. Buyer further warrants and agrees that it is and shall remain  in full and proper compliance with U.S. import laws and regulations. Buyer shall be wholly responsible for any failure to follow import regulations by its other suppliers in connection with any Deliverables under this Agreement (“Suppliers”). Buyer shall ensure that Suppliers are in compliance with all applicable import regulations and restrictions. Should System Seals discover any failure under import regulations by any Suppliers, System Seals will inform Buyer and Buyer will take all efforts to resolve the problem at Buyer’s sole expense.Buyer warrants that the sale, use, or incorporation into manufactured products of all machines, parts, components, services, devices, material, and rights furnished or licensed hereunder which are not of System Seals’ design, composition, or manufacture shall be free and clear of infringement of any valid patent, copyright, trade mark, or other proprietary rights. Buyer shall indemnify and hold System Seals and its customers harmless from any and all expenses, liability, and loss of any kind stemming from this paragraph. Buyer shall provide necessary documents in the manner as required by Customs and by System Seals for the classification, value, records and import and export compliance. System Seals reserves the right to spot-check all documentation and shipments, at the sole discretion of System Seals and based upon its internal compliance and records procedures, the relevant Products before overseas shipment. System Seals shall not be obligated under this Agreement to export, license, and transfer or deliver any products or related technical information to consignees as designed by Buyer if there is a suspicion or a reasonable belief of a possible violation of U.S. export regulations. System Seals shall not be obligated under this Agreement to perform any activity that System Seals suspects is in violation of U.S. import regulations. The spot-checking right and its exercise by System Seals does not in any way affect the effect of the  indemnification provisions as granted by Buyer to System Seals as set forth in this Agreement. The spot-checking right and its exercise by System Seals do not in any way reduce or affect the liability of Buyer as designed in this international trade compliance clause or as regulated by the U.S. trade laws and regulations.
  3. POWER OF ATTORNEY. Buyer shall issue a Power of Attorney to System Seals and its officers, directors, managers, employees and agents (collectively, “System Seals”) as to System Seals’ forwarding service related for the shipments of the Products as an agent. Buyer hereby certifies that all statements and information contained in the documentation provided to System Seals relating to overseas shipments or exports are true, correct, and complete. Furthermore, Buyer understands that civil and criminal penalties may be imposed for making false or fraudulent statements or for the violation of any U.S. laws and regulations on international trade, including both importation and exportation. Buyer expressly assumes full responsibility in determining the classification for the Products (e.g. categories under ITAR or ECCNs under EAR), in determining license requirements and applicable exceptions, in determining any general prohibitions on export of the products, in obtaining licenses necessary, and in maintaining full compliance with import and export regulations.
  4. HUMAN RIGHTS REQUIREMENTS. Buyer warrants that there is no conflict between System Seals’ policy regarding corporate responsibility and Buyer’s level of responsibility for human rights and labor conditions in the supply chain. Buyer warrants that it in no way contributes to violations against human rights and does not, directly or indirectly, actively or inactively, complicit to, or benefits from other actors’ violations of against human rights.Buyer shall provide disclosures for auditing purposes at System Seals’ discretion. Buyer shall disclose what, if any, measures it takes to verify product supply chains to evaluate risks of human trafficking and slavery. Said disclosure shall specify if the verification was not conducted by a third party. Buyer shall disclose what, if any, measures, it takes to conduct audits of suppliers to evaluate supplier compliance with company standards for trafficking and slavery in supply chains. Said disclosure shall specify if the verification was not an independent, unannounced audit.Buyer shall require direct suppliers to certify that materials incorporated into the product comply with the laws regarding slavery and human trafficking of the country or countries in which they are doing business.Buyer shall provide company employees and management, who have direct responsibility for supply chain management, training on slavery and human trafficking, particularly with respect to mitigating risks within the supply chains of products. X shall maintain internal accountability standards and procedures for employees or contractors failing to meet company standards regarding slavery and trafficking.
  5. FORCE MAJEURE. System Seals shall not be liable for any delay in performance or nonperformance which is due to war, fire, flood, acts of God, acts of third parties, acts of governmental authority or any agency or commission thereof, accident, breakdown of equipment, differences with employees or similar or dissimilar causes beyond our reasonable control including, but not limited to those interfering with production, supply or transportation of product, raw material, or components or our ability to obtain, on terms we deem reasonable, material, labor, equipment or transportation expense or cause of action resulting from any personal injury or property damage resulting therefrom.
  6. ASSIGNMENT.  Buyer may not assign this Agreement or any part hereof without the prior written consent of System Seals.
  7. GOVERNING LAW. The interpretation, validity and effect of this Agreement shall be governed by and construed in accordance with the laws of the State of Ohio (without regard to conflict of law principles). Any action by Buyer against System Seals for breach of this agreement must be commenced within one (1) year after the cause of action has accrued.
  8. CONFIDENTIAL INFORMATION. All non-public, confidential or proprietary information of System Seals, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller’s request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.
  9. INDEMNIFICATION.  Buyer  shall indemnify, defend  and hold System Seals harmless for any and all liabilities, penalties, losses, damages, costs or expenses that may be imposed on or incurred by system Seals as a result of any breach of the provisions of this Agreement or any violation or penalty under of any U.S. Government trade control laws or regulations directed toward System Seals caused by any failure of Buyer to follow such laws or regulations, known or unknown, mistaken or intentional, whether by action or inaction. Buyer shall further indemnify, defend and hold System Seals harmless from and against any liability, claims, demands or expenses (including attorney’s fees or other professional fees) arising from or relating to Buyer or Buyer’s suppliers’ failure to accept, implement or comply with international trade regulations.
  10. SURVIVAL. Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Compliance with Laws, International Trade Compliance, Power of Attorney, Human Rights Requirements, Limitations of Remedies and Liabilities, Confidential Information, Governing Law, Indemnification and Survival.